CORPORATE GOVERNANCE GUIDELINES

Size: px
Start display at page:

Download "CORPORATE GOVERNANCE GUIDELINES"

Transcription

1 As of February 2012 CORPORATE GOVERNANCE GUIDELINES I. Introduction These corporate governance principles have been adopted by the Board of Directors (the Board ) of L-3 Communications Holdings, Inc. ( L-3 or the Company ), and, along with the charters of the Board s committees, form the framework for the governance of L-3. These principles will be reviewed by the Nominating/Corporate Governance Committee from time to time, to ensure that they effectively promote the best interests of both L-3 and L-3 s stockholders, and that they comply with all applicable laws, regulations, and stock exchange requirements. II. Board Size The Nominating/Corporate Governance Committee shall from time to time consider and make recommendations to the Board concerning the appropriate size and needs of the Board. The Nominating/Corporate Governance Committee shall also consider candidates to fill new positions created by expansion and vacancies that occur by resignation, retirement or for any other reason. III. Board Responsibilities The business and affairs of the Company are managed by or under the direction of the Board. The Board s responsibility is to provide direction and oversight. The Board oversees the strategic direction of the Company and the performance of the Company s business and management. The management of the Company is responsible for presenting strategic plans to the Board for review and approval and for implementing the Company s strategic direction. In performing their duties, the primary responsibility of the directors is to exercise their business judgment in the best interests of the Company. In addition to its general oversight of management, the board also performs a number of specific functions, including: o developing and monitoring the Company s corporate governance; o understanding and approving the Company s long-term, key strategies; o understanding the issues and risks that are central to the Company s success; o overseeing the quality and integrity of the Company s financial statements and reports; the Company s compliance with legal and regulatory requirements; the qualification and independence of the Company s independent auditor; and the performance of the Company s internal audit function and independent auditor; 1

2 o selecting, evaluating and compensating the CEO and overseeing CEO succession planning; o reviewing and approving the Company s executive compensation programs, including CEO compensation; o overseeing the performance of management; o reviewing, approving and monitoring fundamental financial and business strategies and major corporate actions; and o ensuring processes are in place for maintaining an ethical corporate culture. The Board has established the following committees, each, except for the Executive Committee, comprised solely of independent directors, to assist the Board in discharging its responsibilities: Audit Committee; Compensation Committee; Nominating/Corporate Governance Committee and Executive Committee. The Board, with the assistance of the applicable committee, shall adopt a charter for each of the Nominating/Corporate Governance Committee, the Compensation Committee and the Audit Committee, and such charters shall comply with and include, at a minimum, those responsibilities required to be set forth therein by the rules of the New York Stock Exchange, Inc. (the NYSE ), by law or by the rules or regulations of any other regulatory body or self-regulatory body applicable to the Company. IV. Selection of Chairman and Chief Executive Officer The Chairman of the Board (the Chairman ) and Chief Executive Officer ( CEO ) shall be chosen by the Board. The presence of outside Directors of stature who have a substantive knowledge of the business is necessary in order for the Board to fulfill its responsibility to monitor the performance of the senior management of the Company. V. Selection of Directors The Board is responsible for nominating directors for election by shareholders. In nominating a slate of directors, the Board, with the assistance of the Nominating/Corporate Governance Committee, shall take into account (a) minimum individual qualifications, including strength of character, mature judgment, industry knowledge or experience and an ability to work collegially with the other members of the Board, and (b) all other factors it considers appropriate, which may include independence from management; age, gender, ethnic and racial diversity; existing commitments to other businesses; potential conflicts of interest with other pursuits; legal considerations such as antitrust issues; corporate governance background; financial and accounting background, to enable the Nominating/Corporate Governance Committee to determine whether the candidate would be suitable for audit committee membership (including as an audit committee financial expert ); executive compensation background, to enable the Nominating/Corporate Governance Committee to determine whether the candidate would be suitable for compensation committee membership; and the size, composition and combined expertise of the existing Board. 2

3 The Nominating/Corporate Governance Committee also may consider the extent to which the candidate would fill a present need on the Board. When seeking candidates for director, the Nominating/Corporate Governance Committee may solicit suggestions from incumbent directors, management or others, including stockholders. Individuals recommended by stockholders for nomination as a director should be submitted to the Company s Secretary and, if submitted in accordance with the procedures set forth in the Company s annual proxy statement and the Company s bylaws, will be forwarded to the Nominating/Corporate Governance Committee. The Nominating/Corporate Governance Committee will review all candidates in the same manner, regardless of the source of the recommendation. After conducting an initial evaluation of a candidate, the Nominating/Corporate Governance Committee will interview that candidate if it believes the candidate might be suitable to be a director. The Nominating/Corporate Governance Committee may also ask the candidate to meet with management. If the Nominating/Corporate Governance Committee believes a candidate would be a valuable addition to the Board, it will recommend to the full Board that candidate s election. When a director s principal occupation or business association changes substantially from the position he or she held when originally invited to join the Board, the director shall inform the CEO and the chairperson of the Nominating/Corporate Governance Committee of such change. The Nominating/Corporate Governance Committee shall review the director s continued service on the Board, and recommend to the Board whether, in light of all the circumstances, the director should continue to so serve. Independence Requirements. To maintain the quality of the Board s oversight and to protect against the possibility of damaging conflicts of interest, the Board shall have a majority of independent directors. No director will be considered independent unless the Board affirmatively determines that the director has no material relationship with the Company (directly or as a partner, shareholder or officer of an organization that has a relationship with the Company). When making independence determinations, the Board shall broadly consider all relevant facts and circumstances, as well as any other facts and considerations specified by the NYSE, by law or by any rule or regulation of any other regulatory body or selfregulatory body applicable to the Company. When assessing the materiality of a director s relationship with the Company, the Board shall consider the issue not merely from the standpoint of the director, but also from that of persons or organizations with which the director has an affiliation. Material relationships can include commercial, industrial, banking, consulting, legal, accounting, charitable and familial relationships (among others). The Board has established the following guidelines to assist it in determining director independence : A. A director will not be independent if, within the preceding three years: (i) the director was employed by L-3 or an immediate family member of the director was employed by L-3 as an executive officer; (ii) the director or an immediate family member of the director received, during any twelve-month period within such three year period, more than $120,000 in direct compensation from L-3, other than director and 3

4 committee fees and pension or other forms of deferred compensation for prior service (provided that such compensation is not contingent in any way on continued service); or (iii) the director or an immediate family member of the director was employed as an executive officer of another company where any of L-3 s present executive officers at the same time served on that company s compensation committee. B. Additionally, a director will not be independent if: (1) The director or an immediate family member is a current partner of a firm that is L-3 s internal or external auditor; (B) the director is a current employee of such a firm; (C) the director has an immediate family member who is a current employee of such a firm and who participates in the firm s audit, assurance or tax compliance (but not tax planning) practice; or (D) the director or an immediate family member of the director was within the last three years (but is no longer) a partner or employee of such a firm and personally worked on L-3 s audit within that time; or (2) The director is a current employee, or an immediate family member is a current executive officer, of a company that has made payments to, or received payments from, L-3 for property or services in an amount which, in any of the last three fiscal years, exceeds the greater of $1 million, or 2% of such other company s consolidated gross revenues. C. The following commercial or charitable relationships will not be considered to be material relationships that would impair a director s independence: (i) if an L-3 director is a current employee, or whose immediate family member is a current executive officer, of another company that makes payments to, or receives payment from, L-3 for property or services in an amount which, in any of the last three fiscal years, are less than the greater of $1,000,000 or two percent of the consolidated gross revenues of such other company; (ii) if an L-3 director beneficially owns, or is an employee of another company that beneficially owns less than 10% of L-3 s common equity; (iii) if an L-3 director is a current employee of another company to which L-3 is indebted, and the total amount of the indebtedness is less than one percent of the total consolidated assets of the company he or she serves as a current employee; and (iv) if an L-3 director serves as an executive officer, director or trustee of a tax exempt organization, and L-3 s contributions to such tax exempt organization, during any of the preceding three years, are less than the greater of $1,000,000 or one percent of such tax exempt organization s consolidated gross revenues. The board will annually review all commercial, charitable and other relationships of directors. D. The Company will disclose in its annual proxy statement the identities of the independent directors and the basis for its independence determination, including the basis for determining that a relationship is not material, with respect to each director standing for election and each 4

5 continuing director. The Board may make a general disclosure with respect to any director if the only relationships between such director and the Company are those identified in the previous paragraph. Additional independence requirements for Audit Committee membership: No director may serve on the Audit Committee of the Board unless such director meets all of the criteria established for audit committee service by the NYSE and the Sarbanes-Oxley Act, any other law and any other rule or regulation of any other regulatory body or self-regulatory body applicable to the Company. VI. Director Compensation The Compensation Committee shall periodically review the form and amounts of director compensation and make recommendations to the Board with respect thereto. The Board shall set the form and amounts of director compensation, taking into account the recommendations of the Compensation Committee. The Board believes that the amount and kind of director compensation should be guided by three goals: compensation should fairly pay directors for work required in a company of L-3 s size and scope; compensation should align directors interests with the long-term interests of stockholders; and the structure of compensation should be simple, transparent, and easy for stockholders to understand. Directors who are employees of the Company or any of its subsidiaries or affiliates shall not receive any compensation for their services as directors. VII. Responsibilities of Directors The Board has developed a number of specific expectations of directors to promote the discharge by the directors of their responsibilities and to promote the efficient conduct of the Board s business. It is understood that the non-management directors are not full-time employees of the Company. 1. Commitment and Attendance. All directors should make every effort to attend meetings of the Board and the Committees of which they are members. Attendance by telephone or video conference may be used to facilitate a director s attendance. 2. Attendance at Stockholders Meetings. The Board believes that it is important for stockholders to have the opportunity to meet and talk to the independent members of the Board. Therefore, the Board generally schedules a board meeting in conjunction with the Company s annual stockholders meeting and expects directors, absent valid reasons, to attend the stockholders meeting. The Company will annually disclose how many directors attended the previous year s stockholders meeting. 3. Participation in Meetings. Each director should be sufficiently familiar with the business of the Company, including its financial statements and capital structure, and the risks and the competition it faces, to ensure active and effective participation in the deliberations of the Board and of each committee on which he or she serves. Upon request, management shall make appropriate personnel available to answer any questions a director may have about any 5

6 aspect of the Company s business. Directors should also review the materials provided by management and advisors in advance of the meetings of the Board and its committees and should arrive prepared to discuss the issues presented. 4. Loyalty and Ethics. In their roles as directors, all directors owe a duty of loyalty to the Company. This duty of loyalty mandates that the best interests of the Company take precedence over any interest possessed by a director. The Company has adopted a Code of Business Conduct and Ethics. Certain provisions of the Code are applicable to activities of directors, and directors are expected to be familiar with the Code s provisions and should consult with the Company s General Counsel in the event any issue arises. 5. Other Directorships and Significant Activities. The Company values the experience directors bring from other boards on which they serve and other activities in which they participate, but recognizes that those boards and activities may also present demands on a director s time and availability and may present conflicts or legal issues, including independence issues. Directors should advise the chairperson of the Nominating/Corporate Governance Committee and the CEO before accepting membership on other boards of directors or any audit committee or other significant committee assignment on any other board of directors, or establishing other significant relationships with businesses, institutions, governmental units or regulatory entities, particularly those that may result in significant time commitments, a change in the director s relationship to the Company or a conflict of interest. In furtherance of the foregoing, no more than two of the independent directors first elected to the Board after the effective date of these Corporate Governance Guidelines shall be permitted to serve on the boards of more than three public companies, including L Contact with Management and Employees. All directors shall be free to contact the CEO at any time to discuss any aspect of the Company s business. Directors shall also have complete access to other employees of the Company. The Board expects that there will be frequent opportunities for directors to meet with the CEO and other members of management in Board and committee meetings, or in other formal or informal settings. Further, the Board encourages management to invite to Board meetings from time to time (or otherwise make available to Board members) individuals who can provide additional insight into the items being discussed because of personal involvement and substantial knowledge in those areas. 7. Confidentiality. The proceedings and deliberations of the Board and its committees shall be confidential. Each director shall maintain the confidentiality of information received in connection with his or her service as a director. 6

7 VIII. The Committees of the Board The Board shall have at least three committees: the Audit Committee, the Compensation Committee and the Nominating/Corporate Governance Committee (the Committees ). Each Committee shall have a written charter. The Board expects to accomplish a substantial amount of its work through the Committees. Each Committee shall report regularly to the Board summarizing the Committee s actions and any significant issues considered by the Committee. Each of the Audit Committee, the Compensation Committee and the Nominating/Corporate Governance Committee shall be composed of no fewer than three members. Each Committee member must satisfy the membership requirements set forth in the relevant Committee charter. A director may serve on more than one Committee. The Nominating/Corporate Governance Committee shall be responsible for identifying Board members qualified to fill vacancies on any Committee and recommending that the Board appoint the identified member or members to the applicable Committee. The Board, taking into account the views of the Chairman and the Nominating/Corporate Governance Committee, shall designate one member of each Committee as chairperson of such Committee. IX. Board and Committee Meetings The Board shall meet as frequently as needed for directors to discharge properly their responsibilities. Without limiting the foregoing, the Board shall endeavor to hold at least four regular meetings each year and special meetings as required. Further meetings shall occur if called by the Chairman, the CEO, or the majority of the Board. The Board may act by unanimous written consent in lieu of a meeting. Each Committee shall meet at such times as provided for in its charter, if any, with further meetings to occur (or action to be taken by unanimous written consent) when deemed necessary or desirable by the Committee or its chairperson. The agenda for each Board meeting shall be established by the CEO in conjunction with the Chairman or Lead Independent Director, if any. Any Board member may suggest the inclusion of additional subjects, which subjects will be taken up by the Board in a timely manner. The agenda for each Committee meeting shall be established by the Committee chairperson in consultation with appropriate members of the Committee and with management. Although management will seek to provide appropriate materials in advance of Board and Committee meetings, this will not always be consistent with the timing of transactions and the operations of the business, and in certain cases it may not be possible to circulate materials in advance of the meeting. Materials presented to the Board and Committee members should provide the information needed for the directors to make an informed judgment or engage in informed discussion. 7

8 Unless a Committee expressly determines otherwise, the agenda, materials and minutes for each Committee meeting shall be available to all directors, and all directors shall be free to attend any Committee meeting. In addition, all directors, whether or not members of the Committee, shall be free to make suggestions to a Committee chairperson for additions to the agenda of his or her Committee or to request that an item from a Committee agenda be considered by the Board. X. Executive Sessions Those directors of L-3 who are not officers of L-3 shall hold regularly scheduled executive sessions at which management, including the Chief Executive Officer, is not present. In addition, if the non-management directors include any directors who are not independent in accordance with the standards set forth above, the independent directors alone shall hold at least one meeting per year. If the Chairman is an employee of the Company, the independent directors shall annually elect or reaffirm by majority vote a Lead Independent Director. The Lead Independent Director, or the Chairman, if the Chairman is independent, shall lead the executive sessions. In addition to the duties of all Board members, which shall not be limited or diminished by the Lead Independent Director s role, the specific responsibilities of a Lead Independent Director shall include (i) approving schedules for Board meetings; (ii) approving information sent to the Board for Board meetings; (iii) approving agendas and specifically requesting the inclusion of certain materials for Board meetings, if appropriate; (iv) recommending, as appropriate, that the Board retain consultants who will report directly to the Board; (v) presiding at all meetings of the Board at which the Chairman is not present and at all executive sessions of the independent directors; (vi) acting as a liaison between the independent directors and the Chairman; (vii) if requested by major shareholders, to be available for consultation and direct communication and (viii) the Lead Independent Director shall have the authority to call meetings of the independent directors. These executive sessions shall serve as the forum for the annual evaluation of the performance of the CEO, the annual review of the CEO s plan for management succession and the annual evaluation of the performance of the Board. XI. Evaluating Board and Committee Performance The Board, acting through the Nominating/Corporate Governance Committee, shall conduct an annual self-evaluation. Each Committee shall conduct an annual selfevaluation as provided for in its respective charter. XII. Orientation and Continuing Education Management, working with the Board, shall provide an orientation process for new directors, including background material on the Company and its business. Directors are expected to keep current on issues affecting the Company and its industry and on developments with respect to their general responsibilities as directors. As appropriate, management shall pay for or prepare additional educational sessions for directors on matters relevant to the Company and its business. 8

9 XII. Reliance on Management and Outside Advice In performing its functions the Board shall be entitled to rely on the advice, reports and opinions of management, counsel, accountants, auditors and other expert advisors. Except as otherwise provided in a charter of a Committee, the Board shall have the authority to select, retain, terminate and approve the fees and other retention terms of its outside advisors. IX. Communications with Non-Management Directors Anyone who would like to communicate with, or otherwise make his or her concerns known directly to the Chair of any of the Audit, Nominating/Corporate Governance and Compensation Committees, or to the non-management directors as a group, may do so by addressing such communications or concerns to the Secretary of L-3 Communications Holdings, Inc., 600 Third Avenue, New York, New York 10016, who will forward such communications to the appropriate party; or, by sending an to bod@l-3com.com. Such communications may be done confidentially or anonymously. 9

10 . Anyone who has concerns regarding questionable accounting, internal accounting controls and auditing matters, including those regarding the circumvention or attempted circumvention of internal accounting controls or that would otherwise constitute a violation of the Company s accounting policies (each an Accounting Allegation ) may communicate these concerns by writing to the attention of the Audit Committee at the address listed below: L-3 Communications Holdings, Inc. Attention: Audit Committee 600 Third Avenue New York, NY Employees shall report Accounting Allegations in accordance with the Company s Whistleblower Policy. L-3 prohibits any employee from retaliating or taking any adverse action against anyone for raising or helping to resolve an integrity concern. 10

CORPORATE GOVERNANCE GUIDELINES

CORPORATE GOVERNANCE GUIDELINES I. Introduction CORPORATE GOVERNANCE GUIDELINES The Board of Trustees of Urban Edge Properties (the Trust ), acting on the recommendation of its Corporate Governance and Nominating Committee, has developed

More information

The size and composition of the Board is to be determined from time to time by the Board itself in an effort to balance the following goals:

The size and composition of the Board is to be determined from time to time by the Board itself in an effort to balance the following goals: AMERICAN INTERNATIONAL GROUP, INC. CORPORATE GOVERNANCE GUIDELINES (Effective March 11, 2015) I. INTRODUCTION The Board of Directors (the Board ) of American International Group, Inc. ( AIG ), acting on

More information

Corporate Governance Principles and Policies

Corporate Governance Principles and Policies Amended and Restated as of March 2015 Corporate Governance Guidelines I. Introduction The Board of Directors (the Board ) of The Goldman Sachs Group, Inc. (the Company ), acting on the recommendation of

More information

Corporate Governance Principles

Corporate Governance Principles Corporate Governance Principles I. Purpose These Corporate Governance Principles, adopted by the Board of Directors of the Company, together with the charters of the Audit Committee, the Compensation Committee,

More information

INTREPID POTASH, INC. CORPORATE GOVERNANCE GUIDELINES

INTREPID POTASH, INC. CORPORATE GOVERNANCE GUIDELINES INTREPID POTASH, INC. CORPORATE GOVERNANCE GUIDELINES The Board of Directors (the Board ) of Intrepid Potash, Inc. (the Corporation ) has adopted these Corporate Governance Guidelines as a framework to

More information

The Container Store Group, Inc. Corporate Governance Guidelines

The Container Store Group, Inc. Corporate Governance Guidelines The Container Store Group, Inc. Corporate Governance Guidelines (As of October 2013) The Board of Directors (the Board ) of The Container Store Group, Inc. (the Company ) has adopted these corporate governance

More information

Board of Directors Charter and Corporate Governance Guidelines

Board of Directors Charter and Corporate Governance Guidelines INTRODUCTION The Board of Directors (the Board ) of Molson Coors Brewing Company (the Company ) has developed and adopted this set of corporate governance principles and guidelines (the Guidelines ) to

More information

CORPORATE GOVERNANCE GUIDELINES

CORPORATE GOVERNANCE GUIDELINES As approved May 1, 2015. CORPORATE GOVERNANCE GUIDELINES I. Introduction The Board of Directors (the Board ) of Fidelity National Financial, Inc. (the Company ), acting on the recommendation of its Corporate

More information

CORPORATE GOVERNANCE GUIDELINES

CORPORATE GOVERNANCE GUIDELINES CORPORATE GOVERNANCE GUIDELINES INTRODUCTION The Nominating and Corporate Governance Committee (the Governance Committee ) of the Board of Directors (the Board ) of Hilton Worldwide Holdings Inc. (the

More information

Coach, Inc. Corporate Governance Principles

Coach, Inc. Corporate Governance Principles Coach, Inc. Corporate Governance Principles The following principles have been approved by the Board of Directors and, along with the charters and protocols of the Board committees, provide the framework

More information

BRANDYWINE REALTY TRUST BOARD OF TRUSTEES CORPORATE GOVERNANCE PRINCIPLES

BRANDYWINE REALTY TRUST BOARD OF TRUSTEES CORPORATE GOVERNANCE PRINCIPLES BRANDYWINE REALTY TRUST BOARD OF TRUSTEES CORPORATE GOVERNANCE PRINCIPLES The following are the corporate governance principles and practices of the Board of Trustees of Brandywine Realty Trust (the Company

More information

CORPORATE GOVERNANCE GUIDELINES

CORPORATE GOVERNANCE GUIDELINES CORPORATE GOVERNANCE GUIDELINES The Role of the Board and Management The Board of Directors (the Board ) of Host Hotels & Resorts, Inc. ( Host or the Company ) oversees the management of Host and its business.

More information

AMERICAN EXPRESS COMPANY CORPORATE GOVERNANCE PRINCIPLES (as amended and restated as of February 23, 2015)

AMERICAN EXPRESS COMPANY CORPORATE GOVERNANCE PRINCIPLES (as amended and restated as of February 23, 2015) AMERICAN EXPRESS COMPANY CORPORATE GOVERNANCE PRINCIPLES (as amended and restated as of February 23, 2015) 1) Director Qualifications A significant majority of the Board of Directors shall consist of independent,

More information

JACOBS ENGINEERING GROUP INC. CORPORATE GOVERNANCE GUIDELINES

JACOBS ENGINEERING GROUP INC. CORPORATE GOVERNANCE GUIDELINES JACOBS ENGINEERING GROUP INC. CORPORATE GOVERNANCE GUIDELINES Role of the Board of Directors The primary responsibilities of the Board of Directors of the Company (the Board ) are oversight, counseling

More information

AVON PRODUCTS, INC. CORPORATE GOVERNANCE GUIDELINES. As amended by the Board of Directors as of December 9, 2013

AVON PRODUCTS, INC. CORPORATE GOVERNANCE GUIDELINES. As amended by the Board of Directors as of December 9, 2013 I. Purpose of Guidelines AVON PRODUCTS, INC. CORPORATE GOVERNANCE GUIDELINES As amended by the Board of Directors as of December 9, 2013 These corporate governance guidelines are intended to set a proper

More information

JASON INDUSTRIES, INC. CORPORATE GOVERNANCE GUIDELINES

JASON INDUSTRIES, INC. CORPORATE GOVERNANCE GUIDELINES JASON INDUSTRIES, INC. CORPORATE GOVERNANCE GUIDELINES Jason Industries, Inc. (the Company ) is committed to developing effective, transparent and accountable corporate governance practices. These Corporate

More information

Corporate Governance Guidelines

Corporate Governance Guidelines Corporate Governance Guidelines The following corporate governance guidelines have been approved and adopted by the Board of Directors (the Board ) of Visa Inc. (the Company ), and along with the charters

More information

Corporate Governance Guidelines

Corporate Governance Guidelines Corporate Governance Guidelines The Board of Directors (the Board ) of Och-Ziff Capital Management Group LLC (the Company ) has adopted the following Corporate Governance Guidelines as a framework for

More information

PARSONS CORPORATION CORPORATE GOVERNANCE GUIDELINES

PARSONS CORPORATION CORPORATE GOVERNANCE GUIDELINES PARSONS CORPORATION CORPORATE GOVERNANCE GUIDELINES I. Board of Directors The business and affairs of the Corporation are managed under the direction of the Board of Directors. The Board represents the

More information

IMMUNOGEN, INC. CORPORATE GOVERNANCE GUIDELINES OF THE BOARD OF DIRECTORS

IMMUNOGEN, INC. CORPORATE GOVERNANCE GUIDELINES OF THE BOARD OF DIRECTORS IMMUNOGEN, INC. CORPORATE GOVERNANCE GUIDELINES OF THE BOARD OF DIRECTORS Introduction As part of the corporate governance policies, processes and procedures of ImmunoGen, Inc. ( ImmunoGen or the Company

More information

CORPORATE GOVERNANCE GUIDELINES

CORPORATE GOVERNANCE GUIDELINES CORPORATE GOVERNANCE GUIDELINES The following guidelines have been approved by the Board of Directors and, along with the charters of the Board committees, provide the framework for the governance of Darden

More information

GREAT PLAINS ENERGY INCORPORATED BOARD OF DIRECTORS CORPORATE GOVERNANCE GUIDELINES. Amended: December 9, 2014

GREAT PLAINS ENERGY INCORPORATED BOARD OF DIRECTORS CORPORATE GOVERNANCE GUIDELINES. Amended: December 9, 2014 GREAT PLAINS ENERGY INCORPORATED BOARD OF DIRECTORS CORPORATE GOVERNANCE GUIDELINES Amended: December 9, 2014 Introduction The Board of Directors (the Board ) of Great Plains Energy Incorporated (the Company

More information

HYATT HOTELS CORPORATION CORPORATE GOVERNANCE GUIDELINES

HYATT HOTELS CORPORATION CORPORATE GOVERNANCE GUIDELINES HYATT HOTELS CORPORATION CORPORATE GOVERNANCE GUIDELINES The following Corporate Governance Guidelines (the Guidelines ) have been adopted by the Board of Directors (the Board ) of Hyatt Hotels Corporation

More information

Wolverine World Wide, Inc. Corporate Governance Guidelines

Wolverine World Wide, Inc. Corporate Governance Guidelines Wolverine World Wide, Inc. Corporate Governance Guidelines The following Corporate Governance Guidelines have been approved by the Board of Directors (the Board ) of Wolverine World Wide, Inc. ( Wolverine

More information

HCA HOLDINGS, INC. CORPORATE GOVERNANCE GUIDELINES BOARD OF DIRECTORS

HCA HOLDINGS, INC. CORPORATE GOVERNANCE GUIDELINES BOARD OF DIRECTORS HCA HOLDINGS, INC. CORPORATE GOVERNANCE GUIDELINES As amended and approved on March 9, 2011 The Board of Directors (the Board ) of HCA Holdings, Inc. (the Company or HCA ) has adopted corporate governance

More information

ADVANCED DRAINAGE SYSTEMS, INC. CORPORATE GOVERNANCE GUIDELINES

ADVANCED DRAINAGE SYSTEMS, INC. CORPORATE GOVERNANCE GUIDELINES ADVANCED DRAINAGE SYSTEMS, INC. CORPORATE GOVERNANCE GUIDELINES These Corporate Governance Guidelines have been adopted by the Board of Directors (the Board ) of Advanced Drainage Systems, Inc. (the Company

More information

Command Center, Inc. CORPORATE GOVERNANCE GUIDELINES

Command Center, Inc. CORPORATE GOVERNANCE GUIDELINES Command Center, Inc. CORPORATE GOVERNANCE GUIDELINES These (the Guidelines ) have been adopted by the Board of Directors of Command Center, Inc., to assist the Board and its committees in the exercise

More information

DIPLOMAT PHARMACY, INC. Corporate Governance Guidelines

DIPLOMAT PHARMACY, INC. Corporate Governance Guidelines DIPLOMAT PHARMACY, INC. Corporate Governance Guidelines Effective October 9, 2014 A. Purpose The Board of Directors (the "Board") of the Company has adopted the following Corporate Governance guidelines

More information

ORGANOVO HOLDINGS, INC. CORPORATE GOVERNANCE GUIDELINES

ORGANOVO HOLDINGS, INC. CORPORATE GOVERNANCE GUIDELINES ORGANOVO HOLDINGS, INC. CORPORATE GOVERNANCE GUIDELINES 1. General. The Board of Directors (the Board ) of Organovo Holdings, Inc. (the Company ) has the responsibility to organize its functions and conduct

More information

GODADDY INC. CORPORATE GOVERNANCE GUIDELINES. Adopted as of February 3, 2015

GODADDY INC. CORPORATE GOVERNANCE GUIDELINES. Adopted as of February 3, 2015 GODADDY INC. CORPORATE GOVERNANCE GUIDELINES Adopted as of February 3, 2015 The following corporate governance guidelines have been adopted by the Board of Directors (the Board ) of GoDaddy Inc. (the Company

More information

NCR Corporation Board of Directors Corporate Governance Guidelines Revised January 20, 2016

NCR Corporation Board of Directors Corporate Governance Guidelines Revised January 20, 2016 NCR Corporation Board of Directors Corporate Governance Guidelines Revised January 20, 2016 NCR s Board of Directors is elected by the stockholders to govern the affairs of the Company. The Board selects

More information

Governance Principles

Governance Principles Governance Principles COPYRIGHT 2016 GENERAL ELECTRIC COMPANY GOVERNANCE PRINCIPLES Governance Principles The following principles have been approved by the board of directors and, along with the charters

More information

WELLS FARGO & COMPANY CORPORATE GOVERNANCE GUIDELINES

WELLS FARGO & COMPANY CORPORATE GOVERNANCE GUIDELINES WELLS FARGO & COMPANY CORPORATE GOVERNANCE GUIDELINES The Board of Directors (the Board ) of Wells Fargo & Company (the Company ), based on the recommendation of its Governance and Nominating Committee,

More information

Immune Therapeutics. Corporate Governance Guidelines.

Immune Therapeutics. Corporate Governance Guidelines. Immune Therapeutics Corporate Governance Guidelines The Board of Directors has adopted these Guidelines in order to reflect the Company s commitment to good corporate governance. The Board believes that

More information

Corporate Governance Guidelines Altria Group, Inc.

Corporate Governance Guidelines Altria Group, Inc. Corporate Governance Guidelines Altria Group, Inc. Table of Contents A. ROLE AND RESPONSIBILITY OF THE BOARD B. BOARD COMPOSITION, STRUCTURE AND POLICIES 1. Board Size 2. Independence of Directors 3. Annual

More information

CORPORATE GOVERNANCE GUIDELINES OF BOVIE MEDICAL CORPORATION

CORPORATE GOVERNANCE GUIDELINES OF BOVIE MEDICAL CORPORATION CORPORATE GOVERNANCE GUIDELINES OF BOVIE MEDICAL CORPORATION As of January 1, 2015 BOVIE MEDICAL CORPORATION Corporate Governance Guidelines I. INTRODUCTION... 1 II. BOARD COMPOSITION AND DIRECTOR QUALIFICATIONS...

More information

CORPORATE GOVERNANCE GUIDELINES OF THE HOME DEPOT, INC. BOARD OF DIRECTORS. (Effective February 28, 2013)

CORPORATE GOVERNANCE GUIDELINES OF THE HOME DEPOT, INC. BOARD OF DIRECTORS. (Effective February 28, 2013) CORPORATE GOVERNANCE GUIDELINES OF THE HOME DEPOT, INC. BOARD OF DIRECTORS (Effective February 28, 2013) 1. MISSION STATEMENT The Board of Directors (the Board ) of The Home Depot, Inc. (the Company )

More information

THE GEO GROUP, INC. CORPORATE GOVERNANCE GUIDELINES

THE GEO GROUP, INC. CORPORATE GOVERNANCE GUIDELINES THE GEO GROUP, INC. CORPORATE GOVERNANCE GUIDELINES The Board of Directors (the "Board") of The GEO Group, Inc. ("The GEO Group" or the "Corporation") has adopted these guidelines to promote the effective

More information

FIVE STAR QUALITY CARE, INC. GOVERNANCE GUIDELINES

FIVE STAR QUALITY CARE, INC. GOVERNANCE GUIDELINES FIVE STAR QUALITY CARE, INC. GOVERNANCE GUIDELINES Adopted March 1, 2016 The following Governance Guidelines (the Guidelines ) have been adopted by the Board of Directors (the Board ) of Five Star Quality

More information

Fluor Corporation. Corporate Governance Guidelines

Fluor Corporation. Corporate Governance Guidelines Effective: 10/29/14 Supersedes: 02/06/14 Fluor Corporation Corporate Governance Guidelines The Board of Directors of Fluor Corporation (the "Company") has adopted the corporate governance guidelines set

More information

AMR Corporation Board of Directors Governance Policies

AMR Corporation Board of Directors Governance Policies AMR Corporation Board of Directors Governance Policies The basic responsibilities of a Director of AMR Corporation (the Company ) are to exercise the Director s business judgment to act in what the Director

More information

CORPORATE GOVERNANCE GUIDELINES

CORPORATE GOVERNANCE GUIDELINES CORPORATE GOVERNANCE GUIDELINES As Approved by the Board of Directors on December 6, 2013 Responsibilities of the Board of Directors The Board of Directors, which is elected by the shareholders, is the

More information

HEALTH CARE REIT, INC. CORPORATE GOVERNANCE GUIDELINES

HEALTH CARE REIT, INC. CORPORATE GOVERNANCE GUIDELINES HEALTH CARE REIT, INC. CORPORATE GOVERNANCE GUIDELINES The Board of Directors (the Board ) of Health Care REIT, Inc. ( HCN ) has adopted these guidelines to promote the effective functioning of the Board

More information

CHICO S FAS, INC. CORPORATE GOVERNANCE GUIDELINES. The Board may review and revise these guidelines from time to time as necessary.

CHICO S FAS, INC. CORPORATE GOVERNANCE GUIDELINES. The Board may review and revise these guidelines from time to time as necessary. CHICO S FAS, INC. CORPORATE GOVERNANCE GUIDELINES Introduction The Board of Directors (the Board ) of Chico FAS, Inc. (the Company ) has developed corporate governance guidelines to help it fulfill its

More information

PRECISION CASTPARTS CORP. Corporate Governance Guidelines. Criteria For Selecting Members Of The Board Of Directors

PRECISION CASTPARTS CORP. Corporate Governance Guidelines. Criteria For Selecting Members Of The Board Of Directors I. Director Qualifications PRECISION CASTPARTS CORP. Corporate Governance Guidelines Criteria For Selecting Members Of The Board Of Directors The Board of Directors (the Board ) of Precision Castparts

More information

STT ENVIRO CORP. (the Company ) CHARTER OF THE CORPORATE GOVERNANCE AND NOMINATING COMMITTEE. As amended by the Board of Directors on May 10, 2012

STT ENVIRO CORP. (the Company ) CHARTER OF THE CORPORATE GOVERNANCE AND NOMINATING COMMITTEE. As amended by the Board of Directors on May 10, 2012 STT ENVIRO CORP. (the Company ) CHARTER OF THE CORPORATE GOVERNANCE AND NOMINATING COMMITTEE PURPOSE AND SCOPE As amended by the Board of Directors on May 10, 2012 The primary function of the Committee

More information

The Kroger Co. Board of Directors. Guidelines on Issues of Corporate Governance. (Rev. 5/11/15)

The Kroger Co. Board of Directors. Guidelines on Issues of Corporate Governance. (Rev. 5/11/15) The Kroger Co. Board of Directors Guidelines on Issues of Corporate Governance (Rev. 5/11/15) THE KROGER CO. BOARD OF DIRECTORS GUIDELINES ON ISSUES OF CORPORATE GOVERNANCE The Kroger Co. Board of Directors

More information

DENTSPLY INTERNATIONAL INC. CORPORATE GOVERNANCE GUIDELINES/POLICIES

DENTSPLY INTERNATIONAL INC. CORPORATE GOVERNANCE GUIDELINES/POLICIES DENTSPLY INTERNATIONAL INC. CORPORATE GOVERNANCE GUIDELINES/POLICIES TABLE OF CONTENTS I. Functions/Responsibilities of the Board of Directors...1 II. Selection/Service of Board Members...2 A. Identification...2

More information

VIAD CORP. Corporate Governance Guidelines

VIAD CORP. Corporate Governance Guidelines VIAD CORP Corporate Governance Guidelines 1. Director Qualifications The Board will have a majority of directors who meet the criteria for independence required by the New York Stock Exchange. To be considered

More information

BATS Global Markets, Inc. a Delaware corporation (the Company ) Corporate Governance Guidelines Adopted March 28, 2012

BATS Global Markets, Inc. a Delaware corporation (the Company ) Corporate Governance Guidelines Adopted March 28, 2012 BATS Global Markets, Inc. a Delaware corporation (the Company ) Corporate Governance Guidelines Adopted March 28, 2012 These guidelines have been approved and adopted by the Board of Directors of the Company

More information

Principles of Corporate Governance

Principles of Corporate Governance Principles of Corporate Governance Johnson & Johnson is governed by the values set forth in Our Credo, created by General Robert Wood Johnson in 1943. These values have guided us for many years and will

More information

YRC WORLDWIDE INC. GUIDELINES ON CORPORATE GOVERNANCE. (Effective October 27, 2015)

YRC WORLDWIDE INC. GUIDELINES ON CORPORATE GOVERNANCE. (Effective October 27, 2015) YRC WORLDWIDE INC. GUIDELINES ON CORPORATE GOVERNANCE (Effective October 27, 2015) Delaware law states that the business and affairs of YRC Worldwide Inc. (the Company ) shall be managed by or under the

More information

CORPORATE GOVERNANCE GUIDELINES AND PRINCIPLES OF PBF ENERGY INC.

CORPORATE GOVERNANCE GUIDELINES AND PRINCIPLES OF PBF ENERGY INC. CORPORATE GOVERNANCE GUIDELINES AND PRINCIPLES OF PBF ENERGY INC. The Board of Directors (the Board ) of PBF Energy Inc. (the Company ) has adopted the following Corporate Governance Guidelines and Principles

More information

BENCHMARK ELECTRONICS, INC. Corporate Governance Guidelines for the Board of Directors (As amended May 7, 2014)

BENCHMARK ELECTRONICS, INC. Corporate Governance Guidelines for the Board of Directors (As amended May 7, 2014) BENCHMARK ELECTRONICS, INC. Corporate Governance Guidelines for the Board of Directors (As amended May 7, 2014) INTRODUCTION The Board of Directors (the Board ) of Benchmark Electronics, Inc. (the Company

More information

SANTANDER CONSUMER USA HOLDINGS INC. CORPORATE GOVERNANCE GUIDELINES

SANTANDER CONSUMER USA HOLDINGS INC. CORPORATE GOVERNANCE GUIDELINES SANTANDER CONSUMER USA HOLDINGS INC. CORPORATE GOVERNANCE GUIDELINES Good governance, ethical conduct, accountability and transparency are essential to the success of a public company. The Board of Directors

More information

FANNIE MAE CORPORATE GOVERNANCE GUIDELINES

FANNIE MAE CORPORATE GOVERNANCE GUIDELINES FANNIE MAE CORPORATE GOVERNANCE GUIDELINES 1. The Roles and Responsibilities of the Board and Management On September 6, 2008, the Director of the Federal Housing Finance Authority, or FHFA, our safety

More information

THE BOARD OF DIRECTORS OF THE DEPOSITORY TRUST & CLEARING CORPORATION MISSION STATEMENT

THE BOARD OF DIRECTORS OF THE DEPOSITORY TRUST & CLEARING CORPORATION MISSION STATEMENT THE BOARD OF DIRECTORS OF THE DEPOSITORY TRUST & CLEARING CORPORATION MISSION STATEMENT The Board of Directors of The Depository Trust & Clearing Corporation ( DTCC or the Corporation ) is responsible

More information

January 29, 2015 1. Role of the Board of Directors ( The Board ) and Director Responsibilities 2. Selection of Chairman 3.

January 29, 2015 1. Role of the Board of Directors ( The Board ) and Director Responsibilities 2. Selection of Chairman 3. January 29, 2015 1. Role of the Board of Directors ( The Board ) and Director Responsibilities The role of the Board is to oversee the management of the Corporation and to represent the interests of all

More information

WILLBROS GROUP, INC.

WILLBROS GROUP, INC. WILLBROS GROUP, INC. CORPORATE GOVERNANCE GUIDELINES OF THE BOARD OF DIRECTORS NOVEMBER 18, 2011 1. Director Qualifications The Board of Directors (the "Board") will have a majority of directors who meet

More information

EMC CORPORATION. Corporate Governance Guidelines

EMC CORPORATION. Corporate Governance Guidelines EMC CORPORATION Corporate Governance Guidelines The following Corporate Governance Guidelines (the Guidelines ) have been adopted by the Board of Directors (the Board ) of EMC Corporation (the Company

More information

How To Resign From The Treasury Department Of Treasury

How To Resign From The Treasury Department Of Treasury Last Amended by the Board of Directors: October 21, 2015 CIT Group Inc. ( CIT ) Corporate Governance Guidelines CIT s Board of Directors ( Board ) exercises its oversight and decision-making duties to

More information

PRUDENTIAL FINANCIAL, INC. CORPORATE GOVERNANCE PRINCIPLES AND PRACTICES

PRUDENTIAL FINANCIAL, INC. CORPORATE GOVERNANCE PRINCIPLES AND PRACTICES PRUDENTIAL FINANCIAL, INC. CORPORATE GOVERNANCE PRINCIPLES AND PRACTICES A. THE ROLE OF THE BOARD OF DIRECTORS 1. Direct the Affairs of the Corporation for the Benefit of Shareholders The Prudential board

More information

The Rubicon Project, Inc. Corporate Governance Guidelines

The Rubicon Project, Inc. Corporate Governance Guidelines The Rubicon Project, Inc. Corporate Governance Guidelines These Corporate Governance Guidelines reflect the corporate governance practices established by the Board of Directors (the Board ) of The Rubicon

More information

Corporate Governance Guidelines of Ferrellgas, Inc., as the general partner of Ferrellgas Partners, L.P.

Corporate Governance Guidelines of Ferrellgas, Inc., as the general partner of Ferrellgas Partners, L.P. Corporate Governance Guidelines of Ferrellgas, Inc., as the general partner of Ferrellgas Partners, L.P. Ferrellgas Partners, L.P. and its operating subsidiary, Ferrellgas, L.P., are limited partnerships

More information

Papa John's International, Inc. Corporate Governance Guidelines

Papa John's International, Inc. Corporate Governance Guidelines Papa John's International, Inc. Corporate Governance Guidelines Adopted by the Board of Directors on April 29, 2014 The Board of Directors ( Board ) of Papa John's International, Inc. (the "Company"),

More information

CORPORATE GOVERNANCE GUIDELINES OF TRIBUNE PUBLISHING COMPANY. (Adopted as of August 4, 2014; Amended as of January 20, 2016)

CORPORATE GOVERNANCE GUIDELINES OF TRIBUNE PUBLISHING COMPANY. (Adopted as of August 4, 2014; Amended as of January 20, 2016) CORPORATE GOVERNANCE GUIDELINES OF TRIBUNE PUBLISHING COMPANY (Adopted as of August 4, 2014; Amended as of January 20, 2016) The Board of Directors (the Board ) of Tribune Publishing Company (the Company

More information

WORKIVA INC. CORPORATE GOVERNANCE GUIDELINES

WORKIVA INC. CORPORATE GOVERNANCE GUIDELINES WORKIVA INC. CORPORATE GOVERNANCE GUIDELINES The Board of Directors (the Board ) of Workiva Inc. (the Company ) has established the following guidelines for the conduct and operation of the Board. These

More information

Corning Incorporated Corporate Governance Guidelines

Corning Incorporated Corporate Governance Guidelines Corning Incorporated Corporate Governance Guidelines The Board of Directors of Corning Incorporated, acting on the recommendation of its Nominating and Corporate Governance Committee, has adopted these

More information

Corporate Governance Guidelines. Apartment Investment and Management Company. Adopted as of March 8, 2004 (last updated July 2010)

Corporate Governance Guidelines. Apartment Investment and Management Company. Adopted as of March 8, 2004 (last updated July 2010) Corporate Governance Guidelines of Apartment Investment and Management Company Adopted as of March 8, 2004 (last updated July 2010) Corporate Governance Guidelines of Apartment Investment and Management

More information

Oceaneering International, Inc. Corporate Governance Guidelines

Oceaneering International, Inc. Corporate Governance Guidelines Oceaneering International, Inc. Corporate Governance Guidelines 1. Director Qualifications The Company s Bylaws provide that the Board of Directors (the Board ) will not be less than three nor more than

More information

CATAMARAN CORPORATION CORPORATE GOVERNANCE GUIDELINES

CATAMARAN CORPORATION CORPORATE GOVERNANCE GUIDELINES CATAMARAN CORPORATION CORPORATE GOVERNANCE GUIDELINES Approved by the Board on December 12, 2012, as amended on March 6, 2013 and September 3, 2014 The following Corporate Governance Guidelines have been

More information

WEC Energy Group, Inc. Board of Directors Corporate Governance Guidelines (Adopted on August 28, 1996; Revised July 16, 2015)

WEC Energy Group, Inc. Board of Directors Corporate Governance Guidelines (Adopted on August 28, 1996; Revised July 16, 2015) WEC Energy Group, Inc. Board of Directors Corporate Governance Guidelines (Adopted on August 28, 1996; Revised July 16, 2015) ROLE OF THE BOARD The primary responsibility of the Board is to provide effective

More information

PEPSICO, INC. CORPORATE GOVERNANCE GUIDELINES. As of November 20, 2014

PEPSICO, INC. CORPORATE GOVERNANCE GUIDELINES. As of November 20, 2014 PEPSICO, INC. CORPORATE GOVERNANCE GUIDELINES As of November 20, 2014 The Board of Directors (the Board ) of PepsiCo, Inc. (the Corporation ), acting on the recommendation of its Nominating and Corporate

More information

WESTERN REFINING LOGISTICS, LP A Delaware limited partnership. CORPORATE GOVERNANCE GUIDELINES Last Updated October 29, 2015

WESTERN REFINING LOGISTICS, LP A Delaware limited partnership. CORPORATE GOVERNANCE GUIDELINES Last Updated October 29, 2015 WESTERN REFINING LOGISTICS, LP A Delaware limited partnership CORPORATE GOVERNANCE GUIDELINES Last Updated October 29, 2015 The Board of Directors (the Board ) of Western Refining Logistics GP, LLC (the

More information

DUPONT BOARD OF DIRECTORS CORPORATE GOVERNANCE GUIDELINES

DUPONT BOARD OF DIRECTORS CORPORATE GOVERNANCE GUIDELINES DUPONT BOARD OF DIRECTORS CORPORATE GOVERNANCE GUIDELINES These Guidelines serve as an important framework for the Board s corporate governance practices and to assist the Board in carrying out its responsibilities

More information

EQT GP HOLDINGS, LP (EQT GP Services, LLC) Corporate Governance Guidelines. (Adopted by the Board on April 30, 2015)

EQT GP HOLDINGS, LP (EQT GP Services, LLC) Corporate Governance Guidelines. (Adopted by the Board on April 30, 2015) EQT GP HOLDINGS, LP (EQT GP Services, LLC) Corporate Governance Guidelines (Adopted by the Board on April 30, 2015) 1. Statement of Governance. EQT GP Holdings, LP (the Partnership ) is governed by a limited

More information

CORPORATE GOVERNANCE GUIDELINES OF TRIBUNE PUBLISHING COMPANY. Adopted as of August 4, 2014

CORPORATE GOVERNANCE GUIDELINES OF TRIBUNE PUBLISHING COMPANY. Adopted as of August 4, 2014 CORPORATE GOVERNANCE GUIDELINES OF TRIBUNE PUBLISHING COMPANY Adopted as of August 4, 2014 The Board of Directors (the Board ) of Tribune Publishing Company (the Company ) is elected by the stockholders

More information

FORTRESS TRANSPORTATION AND INFRASTRUCTURE INVESTORS LLC CORPORATE GOVERNANCE GUIDELINES MAY 11, 2015

FORTRESS TRANSPORTATION AND INFRASTRUCTURE INVESTORS LLC CORPORATE GOVERNANCE GUIDELINES MAY 11, 2015 FORTRESS TRANSPORTATION AND INFRASTRUCTURE INVESTORS LLC CORPORATE GOVERNANCE GUIDELINES MAY 11, 2015 The following Corporate Governance Guidelines have been adopted by the Board of Directors (the Board

More information

T-MOBILE US, INC. CORPORATE GOVERNANCE GUIDELINES

T-MOBILE US, INC. CORPORATE GOVERNANCE GUIDELINES T-MOBILE US, INC. CORPORATE GOVERNANCE GUIDELINES Purpose. The Board of Directors (the Board ) of T-Mobile US, Inc. (the Company ) has developed these corporate governance guidelines (the Guidelines )

More information

EDISON INTERNATIONAL CORPORATE GOVERNANCE GUIDELINES. Adopted by the Board of Directors. February 26, 2015

EDISON INTERNATIONAL CORPORATE GOVERNANCE GUIDELINES. Adopted by the Board of Directors. February 26, 2015 EDISON INTERNATIONAL CORPORATE GOVERNANCE GUIDELINES Adopted by the Board of Directors February 26, 2015 These Corporate Governance Guidelines reflect current policies of the Board of Directors for the

More information

The Procter & Gamble Company Board of Directors Corporate Governance Guidelines

The Procter & Gamble Company Board of Directors Corporate Governance Guidelines The Procter & Gamble Company Board of Directors Corporate Governance Guidelines I. Board Purpose and Responsibilities. The Board represents and acts on behalf of all shareholders of the Company. The Board,

More information

Ally Financial Inc. Board of Directors Governance Guidelines

Ally Financial Inc. Board of Directors Governance Guidelines Ally Financial Inc. Board of Directors Governance Guidelines Approved: March 4, 2014 I. Role and Responsibilities of the Board 3 II. Board Size and Composition 4 III. Directorships.. 5 IV. Meetings and

More information

GUIDELINES FOR CORPORATE GOVERNANCE

GUIDELINES FOR CORPORATE GOVERNANCE JANUARY 15, 2015 GUIDELINES FOR CORPORATE GOVERNANCE These, as amended, have been adopted by the Board of Directors (the Board ) of Marsh & McLennan Companies, Inc. (the Company ). They summarize certain

More information

MAXIM INTEGRATED PRODUCTS, INC. CORPORATE GOVERNANCE GUIDELINES. (Adopted by the Board of Directors on April 6, 2007)

MAXIM INTEGRATED PRODUCTS, INC. CORPORATE GOVERNANCE GUIDELINES. (Adopted by the Board of Directors on April 6, 2007) MAXIM INTEGRATED PRODUCTS, INC. CORPORATE GOVERNANCE GUIDELINES (Adopted by the Board of Directors on April 6, 2007) The following guidelines have been approved by the Board of Directors (the Board ) of

More information

CARE.COM, INC. CORPORATE GOVERNANCE GUIDELINES

CARE.COM, INC. CORPORATE GOVERNANCE GUIDELINES CARE.COM, INC. CORPORATE GOVERNANCE GUIDELINES The Board of Directors (the Board ) of Care.com, Inc. (the Company ) has adopted the following Corporate Governance Guidelines (these Guidelines ) to assist

More information

MARINA BIOTECH, INC. CORPORATE GOVERNANCE GUIDELINES

MARINA BIOTECH, INC. CORPORATE GOVERNANCE GUIDELINES MARINA BIOTECH, INC. CORPORATE GOVERNANCE GUIDELINES Role of the Board of Directors The Board of Directors (the "Board") of Marina Biotech, Inc. (the "Company"), which is elected by the stockholders, is

More information

Governance Principles

Governance Principles Governance Principles copyright 2013 general electric company Governance Principles The following principles have been approved by the board of directors and, along with the charters and key practices

More information

HEICO CORPORATION CORPORATE GOVERNANCE GUIDELINES

HEICO CORPORATION CORPORATE GOVERNANCE GUIDELINES HEICO CORPORATION CORPORATE GOVERNANCE GUIDELINES ROLE AND FUNCTIONS OF THE BOARD OF DIRECTORS The role of the Board of Directors (the "Board") with respect to corporate governance is to oversee and monitor

More information

MeadWestvaco Corporation

MeadWestvaco Corporation MeadWestvaco Corporation CORPORATE GOVERNANCE PRINCIPLES The mission of the Board of Directors is to foster the success of MeadWestvaco Corporation, including the enhancement of long-term shareholder value.

More information

COTT CORPORATION CORPORATE GOVERNANCE GUIDELINES INTRODUCTION

COTT CORPORATION CORPORATE GOVERNANCE GUIDELINES INTRODUCTION COTT CORPORATION CORPORATE GOVERNANCE GUIDELINES INTRODUCTION The Board of Directors of Cott Corporation (the Corporation ) is committed to fulfilling its statutory mandate to supervise the management

More information

THE OPTIONS CLEARING CORPORATION BOARD OF DIRECTORS CORPORATE GOVERNANCE PRINCIPLES

THE OPTIONS CLEARING CORPORATION BOARD OF DIRECTORS CORPORATE GOVERNANCE PRINCIPLES THE OPTIONS CLEARING CORPORATION BOARD OF DIRECTORS CORPORATE GOVERNANCE PRINCIPLES The following Corporate Governance Principles have been adopted by the Board of Directors (the Board ) of The Options

More information

EASTMAN KODAK COMPANY GOVERNANCE GUIDELINES

EASTMAN KODAK COMPANY GOVERNANCE GUIDELINES EASTMAN KODAK COMPANY GOVERNANCE GUIDELINES The Board of Directors, acting on the recommendation of its Corporate Responsibility and Governance Committee, has developed and adopted these Governance Guidelines.

More information

DEMAND MEDIA, INC. CORPORATE GOVERNANCE GUIDELINES

DEMAND MEDIA, INC. CORPORATE GOVERNANCE GUIDELINES DEMAND MEDIA, INC. CORPORATE GOVERNANCE GUIDELINES The Nominating and Corporate Governance Committee has developed and recommended, and the Board of Directors (the Board ) of Demand Media, Inc. (the Company

More information

Governance Principles

Governance Principles Governance Principles copyright 201 general electric company Governance Principles The following principles have been approved by the board of directors and, along with the charters and key practices of

More information

GARMIN LTD. CORPORATE GOVERNANCE GUIDELINES

GARMIN LTD. CORPORATE GOVERNANCE GUIDELINES GARMIN LTD. CORPORATE GOVERNANCE GUIDELINES The Board of Directors (the "Board") of Garmin Ltd. (the "Company") has adopted these Corporate Governance Guidelines ("Guidelines"), in order to assist the

More information

EXHIBIT A THE TIMKEN COMPANY BOARD OF DIRECTORS GENERAL POLICIES AND PROCEDURES

EXHIBIT A THE TIMKEN COMPANY BOARD OF DIRECTORS GENERAL POLICIES AND PROCEDURES 2014 EXHIBIT A THE TIMKEN COMPANY BOARD OF DIRECTORS GENERAL POLICIES AND PROCEDURES The primary duty of the Board of Directors (the Board ) is to promote the best interests of the Company through overseeing

More information

REYNOLDS AMERICAN INC. CORPORATE GOVERNANCE GUIDELINES Preamble

REYNOLDS AMERICAN INC. CORPORATE GOVERNANCE GUIDELINES Preamble REYNOLDS AMERICAN INC. CORPORATE GOVERNANCE GUIDELINES Preamble These Corporate Governance Guidelines have been adopted by the Board of Directors (the Board ) of Reynolds American Inc. (the Company ),

More information

Seritage Growth Properties. Corporate Governance Guidelines

Seritage Growth Properties. Corporate Governance Guidelines Seritage Growth Properties Corporate Governance Guidelines The Board of Trustees (the Board ) of Seritage Growth Properties (the Company ) is committed to the maximization of shareholder value while adhering

More information

Corporate Governance Guidelines

Corporate Governance Guidelines Corporate Governance Guidelines ROLE OF THE BOARD: The basic responsibility of the directors is to exercise their business judgment to act in what they reasonably believe to be in the best interests of

More information

Motorola Solutions, Inc. Board Governance Guidelines (as amended October 17, 2013)

Motorola Solutions, Inc. Board Governance Guidelines (as amended October 17, 2013) Motorola Solutions, Inc. Board Governance Guidelines (as amended October 17, 2013) These Board Governance Guidelines, adopted by the Board of Directors (the Board ) of Motorola Solutions, Inc. (the Company

More information